A four-armed spider creature, Arachnoid resides in a dark, dank lair with webs covering the entire area. His uses his protein processor to feed his creation, Creep, any unsuspecting victims. Once Max is teleported inside, Arachnoid tries to catch him in his webs, but Max is able to escape. He destroys the protein processor, which destroys Arachnoid's lair and presumably kills him and Creep.